Reflecting All Amendments through May 4, 2012
ARTICLE I. NAME
The name of the corporation shall be the National Association for Bilingual Education, hereinafter referred to as NABE or the Association.
ARTICLE II. PURPOSES
Section A. Eleemosynary. The Association is organized exclusively for educational purposes, including, the making of distributions to organizations that qualify as exempt organizations under section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section B. Educational Purposes. NABE’s educational purposes relate primarily to bilingual education and include:
(1) Recognizing, promoting and publicizing programs of excellence;
(2) Promoting efforts to assure equal educational opportunity;
(3) Promoting the provision of linguistically and culturally appropriate education services to children, youth, and adults;
(4) Promoting public understanding and appreciation of the linguistic and cultural needs of language-minority children, youth, and adults;
(5) Promoting development of standards of professional excellence;
(6) Conducting educational workshops and conferences;
(7) Encouraging research and publications;
(8) Promoting the inclusion of language-minority students in culturally and linguistically relevant assessment systems which, to the extent practicable, assess students in a language and form most likely to yield accurate and reliable information; and
(9) Serving as an advocate for language-minority children and families.
Section C. Prohibition. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise permitted by Sec. 501(h) of the Internal Revenue Code), and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
Section D. Compliance with IRS. Notwithstanding any other provision of these bylaws, NABE shall not carry on any other activities not permitted to be carried on (1) by section 501(c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (2) by a corporation, contributions to which are deductible under section 170(c) (2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE III. MEMBERSHIP
Section A. Membership Defined. The privilege of membership in NABE is voluntary and is available to all persons and groups that are interested in bilingual education, supportive of NABE's purposes, goals and objectives, and willing to abide by these bylaws, and who make payment of annual membership dues. A member in good standing shall meet the applicable requirements set forth in Sections B-F and shall be current in dues payment.
Section B. Categories of Membership. Membership shall consist of the following categories: Regular Members, Affiliate Members, Institutional Members, and Honorary Members.
Section C. Regular. Regular Memberships shall be for individuals. Regular members receive NABE publications and are entitled to vote in NABE elections.
Section D. Honorary. Honorary Memberships are available to individuals or groups, who by virtue of selection by the Executive Board are awarded complimentary membership, because of their significant contributions to the advancement of bilingual education and/or the work of the Association. Honorary members have all of the privileges of regular members.
Section E. Institutional. Institutional Memberships are available to institutions of education, libraries, and commercial vendors. Institutional members receive NABE publications, but are not entitled to participate in NABE elections.
Section F. Affiliate. Affiliate Memberships are for organizations which agree to support NABE's purposes. Affiliate memberships are granted by the Board of Directors after petition by an organization. The petition shall include a written pledge to uphold NABE's purposes; a copy of the affiliate organization's Articles of Incorporation and bylaws or constitution, as appropriate; a list of the organization's elected officers and bonafide members; and payment of initial membership fee. The organization seeking affiliate membership must also demonstrate in its petition that its membership constitutes a minimum of 25 and its officers are also NABE members in good standing.
ARTICLE IV. GOVERNANCE
Section A. Executive Board. NABE shall be governed by an Executive Board of Directors, hereinafter referred to as the Executive Board, comprised of nine persons who will occupy the following positions: three elected Board Members-at-Large and six Regional Representatives, one elected by each of the Association’s six geographic regions. The Executive Board shall also appoint, as a nonvoting advisor to the Board, a Parent Representative on an annual basis. These changes shall become effective on July 1, 2012.
Section C. Authority. The authority of the Executive Board shall extend to all matters of policy and the employment of an Executive Director. The Board shall also establish the criteria for membership, period of membership, annual dues, qualifications of its officers, and possess the legislative authority to adopt and amend these bylaws in consultation with its affiliates.
Section D. Officers. The Executive Board shall have four officers: President, Vice President, Secretary, and Treasurer, who will serve a one year terms. The nine members of the Executive Board shall select, from among themselves, the Executive Board’s officers.
Section E. Vacancies. Any vacancy occurring on the Executive Board and any vacancy in an officer position may be filled for the unexpired term by a vote of a simple majority of the remaining members of the Executive Board.
Section F. Duties of Officers.
(1) The President is responsible for calling and conducting Executive Board meetings; presiding at the Association's Annual General Membership Meeting; supervising the Executive Director with consultation and advice from NABE Executive Board Members; and representing the Association to its members and the public.
(2) The Vice-President assists the President and shall serve as President if the President is absent or temporarily incapacitated.
(3) The Secretary shall record, distribute to the Executive Board, and transmit to the Association's national office, minutes of each Executive Board meeting and the Association's Annual General Membership Meeting.
(4) The Treasurer shall oversee the financial operations of the Association and shall present reports on the Association's financial operations and status to the Board and at the Association's Annual General Membership Meeting. The Treasurer shall also ensure that an annual audit of the Association's financial records is conducted and that said audit is available for inspection.
Section G. Removal. Any member or officer of the Executive Board may be removed from the Board for misfeasance, malfeasance, or nonfeasance in the performance of his or her duties as Board member or officer. Such removal shall be at a regular meeting of the Executive Board, and upon a vote of five members, provided that a notice of the proposed removal shall have been sent by mail, certified or registered if possible, to the last recorded address of such member or officer at least fifteen (15) days before final action is taken on such removal. The member or officer shall have the opportunity to present any relevant information, in writing, in person, or through a representative, to the Board of Directors before final action is taken.
Section H. Meetings. Meetings of the Executive Board of Directors shall be called by the President, a majority of the Executive Board members or the Executive Director, with a five-day notice to all Board members and the Executive Director.
A quorum of the Executive Board shall consist of five members. All meetings of the Executive Board shall be open to NABE members in good standing. The Executive Board may, by simple majority vote, close any portion of an Executive Board meeting to non-Board members to discuss confidential matters. Any members of the Executive Board of Directors may participate in meetings of the Executive Board by conference telephone, as permitted by the State of Maryland Nonprofit Corporation Act. Proxy voting shall not be permitted at meetings of the Executive Board.
Section I. Annual Meeting. The Executive Board of Directors shall hold at least one annual membership meeting in conjunction with the Association's annual conference. Fifty members in good standing shall comprise a quorum at the Association's annual membership meeting.
Section J. Affiliates Meeting. The Executive Board of Directors shall also convene a meeting of the presidents of the Association's affiliate organizations in conjunction with the Association's annual conference. The meeting shall be known as the Delegate Assembly.
ARTICLE V. NOMINATIONS
Section A. Nomination of Candidates. Qualified candidates for the Executive Board may be nominated for election in one of two ways: (1) by the written petition of any NABE affiliate organization in good standing, which may nominate one candidate for the Executive Board each year, or (2) by the written petition of any five NABE members in good standing.
Section B. Qualifications of Candidates. Candidates for the Executive Board of Directors must be NABE members in good standing, and must have been members in good standing for one year prior to their nomination. The final slate of candidates every year must represent a minimum of three linguistic groups. No more than two (2) Board positions may be held by members from the same State as a result of an “appointment” to the Executive Board. Reasonable attempts should be made to ensure that candidates represent a minimum of three linguistic groups.
Section C. Nominating Procedure. To be considered as candidates to the NABE Executive Board, nominating petitions must be received at the NABE Office no later than three weeks after the call for nominations is announced by the NABE Executive Board at the end of the annual conference. All petitions meeting the criteria in Sections A and B of this Article will be accepted, and their nominations will be certified by the Executive Director. There will be no limitation on the number of candidates.
Section D. State Representation. For the purposes of nominations, elections, and appointments, there shall be no more than two (2) Executive Board positions held from the same state.
Section E. Linguistic Representation. For the purposes of nominations, elections, and appointments, there shall be a minimum of three different linguistic groups represented on the Executive Board.
Section F. Regional Representation. For the purposes of nominations and elections of Regional Representatives, there shall be three regions: East, Central, and West.
(1) The East region shall be comprised of: Connecticut, Delaware, District of Columbia, Florida, Georgia, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, New York, North Carolina, Pennsylvania, Puerto Rico, South Carolina, Rhode Island, Vermont, Virgin Islands, Virginia, and West Virginia.
(2) The Central region shall be comprised of: Alabama, Arkansas, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, North Dakota, Ohio, Oklahoma, South Dakota, Tennessee, Texas, and Wisconsin.
(3) The West region shall be comprised of: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nebraska, Nevada, New Mexico, Oregon, Utah, Washington, Wyoming and the Trust Territories of the Pacific Islands.
ARTICLE VI. ELECTIONS
Section A. Election Procedures. Voting for the six Regional Representatives to the Executive Board of Directors shall be on a regional basis; such elections shall take place every third year, beginning in 2012. Voting for the three Board Members-at-Large shall be on a national basis; such elections shall take place in the two alternate years.
Section B. Mail-In Ballots. The Executive Director shall be responsible for conducting elections for Board Members through electronic or mail-in ballots. The membership data-base to be used for dissemination of ballots shall be certified by the Executive Board prior to electronic or mail-out of election ballots. Election ballots will permit members to vote for one Regional Representative or for up to three Member-at-Large positions on the Executive Board.
Section C. Selection of Winners. The positions of Board Members shall be filled by the candidates receiving the highest number of votes for the available positions, as counted by an impartial agent that is independent of the Executive Board and the NABE staff.
ARTICLE VII. DELEGATE ASSEMBLY
The Association shall have a Delegate Assembly composed of the NABE Executive Board, and the state affiliate presidents or their designees The functions of the Delegate Assembly are:
(1) to serve as an advisory body to the Executive Board;
(2) to provide liaison between state affiliates and the NABE Executive Board; and
(3) to make recommendations regarding amendments to the Association's bylaws, if necessary. The President of NABE or Vice-President in the case of President’s absence due to his/her emergency shall preside at the annual Delegate Assembly meeting. Announcement and agenda of the Delegate Assembly shall be made available to all affiliate presidents no later than December 15 annually.
ARTICLE VIII. AMENDMENTS
Section A. Amendments. An amendment may be an addition, a deletion, or a change to these Bylaws.
Section B. Procedures for Amendments.
(1) Amendments may be proposed by Executive Board member, members of a state affiliate, Delegate Assembly, or by committees of the Association.
(2) Proposed amendments to these Bylaws shall be submitted in writing to President no later than sixty (60) days prior to the annual Delegate Assembly meeting at the Annual Conference. Should the President or his/her designee fail or refuse to transmit a proposed amendment, any three Board members may call up an amendment sent to the President in accordance with the provisions of this subsection
(3) Proposed amendments shall be printed and distributed to all affiliates at least thirty (30) days prior to the Delegate Assembly meeting at the Annual Conference.
Section C. Adoption of Amendments.
Proposed amendments shall be reviewed and clarified by the NABE Executive Board with the assistance of the proponent of the amendment prior to the Delegate Assembly meeting. All proposed amendments shall be written and published in a publication open to all members and be ready to be discussed to seek state affiliates’ feedback at the Delegate Assembly meeting. Approval or any changes of proposed amendments to these Bylaws may be accomplished by a simple majority of the membership at the annual Delegate Assembly meeting.
Section D. Effective Date for Successful Amendments. Successful amendments
shall become effective sixty (60) days after adoption.
Section E Majority Vote Required. Approval of any proposed amendments to these Bylaws may be accomplished by a simple majority of the membership of the Executive Board.